EXHIBIT 10.1


                 SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


                                  25

<PAGE>


                   PROPOSED MINUTES OF ACTION OF THE

                         BOARD OF DIRECTORS OF

                  THE FIRST NATIONAL BANK OF BERWICK


     THE UNDERSIGNED, being the Secretary of THE FIRST NATIONAL BANK
OF BERWICK, a national banking association located in Berwick,
Pennsylvania (the "Company"), does hereby record the following minutes
and resolutions by the Board of Directors (the "Board") on this 7th
day of January, 1997 in accordance with its charter.


                     SALARY CONTINUATION AGREEMENT

RECITALS:

    1.   The Board deems it to be in the best interest of the Company
         to retain the services of J. Gerald Bazewicz, David Saracino
         and Leslie Bodle (the "Executives"), key employees of the
         Company.  To encourage the Executives to continue their
         employment with the Company, the Board believes it to be in
         the best interests of the Company to enter into certain
         salary continuation agreements with the Executives
         (hereinafter to be referred to as the "Agreements").

    2.   The Agreements will not be subject to the qualification
         requirements of Section 401(a) of the Internal Revenue Code,
         therefore, the Agreements may discriminate to only provide
         benefits for the Executives in their role as a select group
         of top management and highly compensated employees of the
         Company.  The Agreements shall be subject to the disclosure
         and claims procedures of Title I of the Employee Income
         Security Act of 1974.

    3.   The Board has reviewed the Agreements and the insurance to be
         purchased for financing of the Agreements to assess the
         effect of the promised benefits on the Company's finances.
         The Agreement provides the Executive with retirement income
         as follows:

<TABLE>
<CAPTION>
                                Normal        Monthly      Duration of
                               Retirement    Retirement      Retirement
       Name                      Age          Benefit        Benefit
       ____                      ___         ______           _____

                          <c>         <c>              <c>
J. Gerald Bazewicz           60          $3,750.00        20 years
David Saracino               60          $2,333.33        20 years
Leslie Bodle                 60          $1,750.00        20 years

</TABLE>


<PAGE>


    4.   The Agreements are being established to reward the Executives
         for past and future services to the Company.  The projected
         benefit amounts are calculated to give the Executives
         supplemental retirement income provided that the Executives
         meet the requirements of the Agreements.  The Board believes
         the income benefit amounts are reasonable and consistent with
         the compensation standards of Section 39 of the Federal
         Deposit Insurance Company Improvement Act of 1991 and the
         related implementing regulations.  This determination was
         made by estimating future salary increases and targeting a
         supplemental benefit to bring each Executive's total
         retirement income to 75% of final salary.

    5.   The Board has determined that it is in the best interests of
         the Company to finance the supplemental retirement benefits
         by purchasing life insurance.  The Board selected Bank
         Compensation Strategies Group ("BCS"), a benefits consulting
         firm endorsed by the American Banking Association and many
         other state bank associations to calculate cost projections
         and choose life insurance appropriate to finance the
         obligations.

    6.   The Board deems it to be in the best interests of the Company
         to purchase term life insurance from among the following
         insurers:

         Insurer

         West Coast Life Insurance Co.
         The Mutual Group Life Insurance Company
         Alexander Hamilton Life Insurance Co.
         Transamerica Assurance Company
         Chubb LifeAmerica

    7.   After consulting with BCS, the Board deems it to be in the
         best interests of the Company to purchase term life insurance
         policies from the following life insurance companies:

<TABLE>
<CAPTION>
                                                      First Year     Face
     Insured                     Insurer                Premium       Amount
     _______                     ______                _______        _____

                   <c>                           <c>          <c>
J. Gerald Bazewicz    West Coast Life Ins. Co.      $1,327.50    $500,000
David Saracino        West Coast Life Ins. Co.      $1,078.20    $300,000
Leslie Bodle          Chubb LifeAmerica             $3,068.00    $200,000

</TABLE>


         The life insurance policies will be owned by and payable to
         the Company.  The purpose of the insurance is to cover the
         contingent liability associated with the possible death of
         the Executives prior to retirement.


<PAGE>


    8.   The insurers of the policies which were selected by the
         Board, with the recommendation of BCS, have credit ratings
         of:


<TABLE>
<CAPTION>
                                         A.M. Best       Standard & Poor's
Insurer                                   Rating             Rating
______                                     _____             ______

                                     <c>                <c>
West Coast Life Insurance Co.           A+                 AA+<F1>
Chubb LifeAmerica                       A+                 AA-

<FN>
<F1>
The Standard & Poor's rating for West Coast Life Insurance Co. is the
rating of its parent company, Nationwide Life Insurance Co. which is
based in Columbus, Ohio, and has total assets of $57 billion.
</FN>
</TABLE>

    9.   Generally Accepted Accounting Principles ("GAAP") shall be
         used in carrying the obligations and the assets on the books
         of the Company.

    10.  The Board has reviewed the requirements of OCC Bulletin
         96-51, Bank Purchases of Life Insurance with the projections
         and analysis prepared by BCS.  BCS and the Company's CPA
         have been consulted.  Thus the Board deems it in the best
         interests of the Company to execute the Agreements and
         purchase term life insurance.

     NOW, THEREFORE, BE IT RESOLVED, that the Chief Executive Officer
or Secretary or any other appropriate officer of the Company is
authorized and directed to execute The First National Bank of Berwick
Salary Continuation Agreement, by and between the Company and J.
Gerald Bazewicz, The First National Bank of Berwick Salary
Continuation Agreement, by and between the Company and David Saracino,
and The First National Bank of Berwick Salary Continuation Agreement,
by and between the Company and Leslie Bodle.

     FURTHER RESOLVED, that the Chief Executive Officer or the
Secretary, or any other appropriate officer of the Company, is hereby
authorized and directed to execute any and all documents necessary to
implement the Agreements.

     FURTHER RESOLVED, that the Chief Executive Officer or the
Secretary, or any other appropriate officer of the Company, is hereby
authorized and directed to purchase term life insurance contemplated
by this Agreement, and which is discussed in these minutes, or any
such other life insurance that has been subject to the same due
diligence as discussed above.



                                   /s/ John L. Coates
                                   Secretary


<PAGE>


                  THE FIRST NATIONAL BANK OF BERWICK

                     SALARY CONTINUATION AGREEMENT



     THIS AGREEMENT is made this 7th day of January 1997, by and
between The First National Bank of Berwick, a Pennsylvania corporation
(the "Company"), and J. Gerald Bazewicz (the "Executive").


                             INTRODUCTION

     To encourage the Executive to remain an employee of the Company,
the Company is willing to provide salary continuation benefits to the
Executive.  The Company will pay the benefits from its general assets.


                               AGREEMENT

     The Executive and the Company agree as follows:


                                  1

<PAGE>

                               ARTICLE 1

                              DEFINITIONS


     1.1  Definitions.  Whenever used in this Agreement, the following
words and phrases shall have the meanings specified:

          1.1.1  "Change of Control" means the transfer of 51% or more
of the Company's outstanding voting common stock (or more than 50% of
the outstanding common stock of any corporation which owns more than
50% of the Company's outstanding common stock) followed within twelve
(12) months by replacement of fifty percent (50%) or more of the
members of the Company's Board of Directors (for reasons other than
death or disability).

          1.1.2  "Code" means the Internal Revenue Code of 1986, as
amended.

          1.1.3  "Disability" means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company.
As a condition to any benefits, the Company may require the Executive
to submit to such physical or mental evaluations and tests as the
Company's Compensation Committee deems appropriate.

          1.1.4  "Involuntary Termination" means the Executive, prior
to attaining Normal Retirement Age, has been notified by the Company,
in writing, that he is terminated as an employee for reasons other
than an approved leave of absence, Termination for Cause or
Disability.


                                  2

<PAGE>

          1.1.5  "Normal Retirement Age" means the Executive's 62nd
Birthday.

          1.1.6  "Normal Retirement Date" means the later of the
Normal Retirement Age or Termination of Employment.

          1.1.7  "Plan Year" means a twelve month period commencing on
January 7, 1997, and ending 12 consecutive months later.

          1.1.8  "Termination of Employment" means the Executive
ceases to be employed by the Company for any reason whatsoever,
voluntary or involuntary, other than for reason of an approved leave
of absence.

          1.1.9  "Termination of Cause" See Section 5.2.

          1.1.10  "Voluntary Termination" means the Executive, prior
to attaining Normal Retirement Age, ceases to be employed by the
Company for any reason other than:

          a.  for reason of an approved leave of absence;
          b.  death;
          c.  Disability;
          d.  Termination for Cause; or
          e.  Involuntary Termination

          1.1.11  "Years of Service" means the total number of Plan
Years in which the Executive has been employed on a full time basis by
the Company, inclusive of approved leaves of absence.


                                  3

<PAGE>

                               ARTICLE 2

                           LIFETIME BENEFITS

          2.1  Normal Retirement Benefit.  If the Executive terminates
employment on or after the Normal Retirement Age for reasons other
than death, the Company shall pay to the Executive the benefit
described in this Section 2.1.

          2.1.1  Amount of Benefit.  The annual benefit amount under
this Section 2.1 is $3,750 paid on a monthly basis.

          2.1.2  Payment of Benefit.  The Company shall pay the annual
benefit amount to the Executive in  monthly installments on the first
day of each month commencing with the month following the Executive's
Normal Retirement Date and continuing for 239 additional months.

          2.2  Involuntary Termination Benefit.  If Involuntary
Termination occurs, the Company shall pay to the Executive the benefit
described in this Section 2.2.

          2.2.1  Amount of Benefit.  The Executive's benefit amount
under this Section 2.2 is the monthly benefit set forth in Schedule A,
Column D, based on the number of Plan Years completed on the date of
the Executive's Termination of Employment.  Schedule A, Column D is
calculated using the interest method of accounting, a 7.5% discount
rate, and assuming monthly compounding and monthly benefit payments.

          2.2.2  Payment of Benefit.  The Company shall pay the
benefit amount to the Executive on the first day of each month
commencing with the month following the Executive's Normal Retirement
Date and continuing for 239 additional months.


                                  4

<PAGE>

          2.3  Voluntary Termination Benefit.  If Voluntary
Termination occurs, the Executive shall not be entitled to a benefit.

          2.4  Disability Benefit.  If Disability occurs, prior to
Normal Retirement Age, the Company shall pay to the Executive the
benefit described in this Section 2.4.

          2.4.1  Amount of Benefit.  The benefit amount under this
Section 2.4 is the benefit set forth in Schedule A, Column B, based on
the date of the Executive's Termination of Employment by reason of
disability.  Schedule A is calculated using the interest method of
accounting, a 7.5% discount rate, and assuming monthly compounding and
monthly benefit payments.

          2.4.2  Payment of Benefit.  The Company shall pay the
benefit to the Executive in a lump sum within 60 days after the
Executive's Termination of Employment.

          2.5  Change of Control Benefit.  If Executive is an active
service at the time of a Change of Control, the Company shall pay to
the Executive the benefit described in the Section 2.5 in lieu of any
other benefit under this agreement.

          2.5.1  Amount of Benefit.  The benefit amount under this
Section 2.5 is the Normal Retirement Benefit described in Section 2.1.

          2.5.2  Payment of Benefit.  The Company shall pay the
benefit to the Executive on the first day of each month commencing
with the month following the Executive's Termination of Service and
continuing for 239 additional months.


                                  5

<PAGE>

                               ARTICLE 3

                            DEATH BENEFITS

          3.1  Death During Active Service.  If the Executive dies
while in the active service of the Company, the Company shall pay to
the Executive's beneficiary the benefit described in this Section 3.1.

          3.1.1  Amount of Benefit.  The benefit under Section 3.1 is
the lifetime benefit that would have been paid to the Executive under
Section 2.1 calculated as if the date of the Executive's death were
the Normal Retirement Date.

          3.1.2  Payment of Benefit.  The Company shall pay the
benefit to the Beneficiary on the first day of each month commencing
with the month following the Executive's death and continuing for 239
additional months.

          3.2  Death During Benefit Period.  If the Executive dies
after benefit payments have commenced under this Agreement but before
receiving all such payments, the Company shall pay the remaining
benefits to the Executive's beneficiary at the same time and in the
same amounts they would have been paid to the Executive had the
Executive survived.

          3.3  Death Following Active Service Before Benefits
Commence.  If the Executive is entitled to benefit payments under this
Agreement, but dies prior to receiving said benefit payments, the
company shall pay the Executive's beneficiary the benefit described in
this Section 3.3.

          3.3.1  Amount of Benefit.  The benefit amount under Section
3.3 is the vested benefit that would have been paid to the Executive
set forth in Schedule A, Column C, based on the number of Years of
Service completed on the date of the Executive's


                                  6

<PAGE>

Termination of Employment.  Schedule A, Column C is calculated using
the interest method of accounting, a 7.5% discount rate, and assuming
monthly compounding and monthly benefit payments.

          3.3.2  Payment of Benefit.  The Company shall pay the
benefit to the beneficiary on the first day of each month commencing
with the month following the Executive's date of death and continuing
for 239 additional months.

          3.4  Death After the Payment of Disability Benefits.  If the
Executive dies within ten years of the effective date of this
Agreement and after receipt of his Disability benefits under Section
2.4, the Company shall pay to the Executive the benefit described in
this Section 3.4.

          3.4.1  Amount of Benefit.  The benefit amount under Section
3.4 is the benefit determined by the following formula:

          $500,000 - (the Disability Benefit paid under Section 2.4)

          3.4.2  Payment of Benefit.  The Company shall pay the
benefit to the Executive's beneficiary in monthly installments on the
first day of each month commencing with the month following the
Executive's date of death and continuing for 239 additional months.
The monthly installment shall be calculated by amortizing the benefit
under Section 3.4.1 using the interest method of accounting, a 7.5%
discount rate and assuming monthly compounding and monthly benefit
payments.  The Company, in its sole discretion, may choose to pay the
benefit under this Section 3.4 to the Executive's beneficiary in a
lump sum within 60 days after the date of the Executive's death.

          3.5  Death After Change of Control.  If the Executive dies
following a Change of Control, but prior to the commencement of the
benefit payments, provided the Executive was in active service at the
time of the Change of Control, the Company shall pay the Executive's
beneficiary the benefit described in this Section 3.5.


                                  7

<PAGE>

          3.5.1  Amount of Benefit.  The benefit under Section 3.5 is
the lifetime benefit that would have been paid to the Executive under
Section 2.1 calculated as if the date of the Executive's death were
the Normal Retirement Date.

          3.5.2  Payment of Benefit.  The Company shall pay the
benefit to the beneficiary on the first day of each month commencing
with the month following the Executive's death and continuing for 239
additional months.


                               ARTICLE 4

                             BENEFICIARIES

          4.2  Beneficiary Designations.  The Executive shall
designate a beneficiary by filing a written designation with the
Company.  The Executive may revoke or modify the designation at any
time by filing a new designation.  However, designations will only be
effective if signed by the Executive and accepted by the Company
during the Executive's lifetime.  The Executive's beneficiary
designations shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as
beneficiary and the marriage is subsequently dissolved.  If the
Executive dies without a valid beneficiary designation, all payments
shall be made to the Executive's surviving spouse, if any, and if
none, to the Executive's estate.

     4.2.1  Facility of Payment.  If a benefit is payable to a minor,
to a person declared incapacitated (prior Pennsylvania law referred to
such a person as incompetent), or to a person incapable of handling
the disposition of his or her property, the Company may pay such
benefit to the guardian, legal representative or person having the
care or custody of such minor, incapacitated person or incapable
person.  The Company may require proof of incapacity, minority or
guardianship as it may deem appropriate prior to distribution of the
benefit.  Such


                                  8

<PAGE>

distribution shall completely discharge the Company from all liability
with respect to such benefit.


                               ARTICLE 5

                          GENERAL LIMITATIONS

     Notwithstanding any provision of this Agreement to the contrary,
the Company shall not pay any benefit under this Agreement:

          5.1  Excess Parachute Payment.  To the extent the benefit
would be an excess parachute payment under Section 280G of the Code.

          5.2  Termination for Cause.  If the Company terminates the
Executive's employment for:

          5.2.1  Gross negligence or gross neglect of duties;

          5.2.2  Commission of a felony or of a gross misdemeanor
involving moral turpitude; or

          5.2.3  Fraud, disloyalty, dishonesty or willful violation of
any law or significant Company policy committed in connection with the
Executive's employment and resulting in an adverse effect on the
Company.

          5.3  Competition After Termination of Employment.  No
benefits shall be payable, except for benefits paid due to a Change of
Control, if the Executive, without prior written consent of the
Company, engages in, becomes interested in, directly or indirectly, as
a sole proprietor, as a partner in a partnership, or as a substantial
shareholder in a corporation, or


                                  9

<PAGE>

becomes associated with, in the capacity of employee, director,
officer, principal, agent, trustee or in any other capacity
whatsoever, any enterprise conducted in the trading area of the
business of the Company which enterprise is, or may deemed to be,
competitive with any business carried on by the Company as of the date
of termination of the Executive's employment or his retirement.

          5.4  Suicide or Misstatement.  No benefits shall be payable
if the Executive commits suicide within two years after the date of
this Agreement, or if the Executive had made any material misstatement
of fact on any application for life insurance purchased by the
Company.


                               ARTICLE 6

                     CLAIMS AND REVIEW PROCEDURES


          6.1  Claims Procedure.  The Company shall notify the
Executive's beneficiary in writing, within ninety (90) days of his or
her written application for benefits, of his or her eligibility or
noneligibility for benefits under the Agreement.  If the Company
determines that the beneficiary is not eligible for benefits or full
benefits, the notice shall set forth (1) the specific reasons for such
denial, (2) a specific reference t the provisions of the Agreement on
which the denial is based, (3) a description of any additional
information or material necessary for the claimant to perfect his or
her claim, and a description of why it is needed, and (4) an
explanation of the Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the beneficiary
wishes to have the claim reviewed.  If the Company determines that
there are special circumstances requiring additional time to make a
decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made,
and may extend the time for up to an additional ninety day period.


                                  10

<PAGE>

          6.2  Review Procedure.  If the beneficiary is determined by
the Company not to be eligible for benefits, or if the beneficiary
believes that he or she is entitled to greater or different benefits,
the beneficiary shall have the opportunity to have such claim reviewed
by the Company by filing a petition for review with the Company within
sixty (60) days after receipt of the notice issued by the Company.
Said petition shall state the specific reasons which the beneficiary
believes entitle him or her to benefits or to greater or different
benefits.  Within sixty (60) days after receipt by the Company of the
petition, the Company shall afford the beneficiary (and counsel, if
any) an opportunity to present his or her position to the Company
orally or in writing, and the beneficiary (or counsel) shall have the
right to review the pertinent documents.  The Company shall notify the
beneficiary of its decision in writing within the sixty-day period,
stating specifically the basis of its decision, written in a manner
calculated to be understood by the beneficiary and the specific
provisions of the Agreement on which the decision is based.  If,
because of the need for a hearing, the sixty-day period is not
sufficient, the decision may be deferred for up to another sixty-day
period at the election of the Company, but notice of this deferral
shall be given to the beneficiary.


                               ARTICLE 7

                      AMENDMENTS AND TERMINATION

     This Agreement may be amended or terminated only by a written
agreement signed by the Company and the Executive.


                                  11

<PAGE>


                               ARTICLE 8

                             MISCELLANEOUS

          8.1  Binding Effect.  This Agreement shall bind the
Executive and the Company, and their beneficiaries, survivors,
executors, successors, administrators and transferees.

          8.2  No Guaranty of Employment.  This Agreement is not an
employment policy or contract.  It does not give the Executive the
right to remain an employee of the Company, nor does it interfere with
the Company's right to discharge the Executive.  It also does not
require the Executive to remain an employee nor interfere with the
Executive's right to terminate employment at any time.

          8.3  Non-Transferability.  Benefits under this Agreement
cannot be sold, transferred, assigned, pledged, attached or encumbered
in any manner.

          8.4  Tax Withholding.  The Company shall withhold any taxes
that are required to be withheld from the benefits provided under this
Agreement.

          8.5  Applicable Law.  The Agreement and all rights hereunder
shall be governed by the laws of the Commonwealth of Pennsylvania,
except to the extent preempted by the laws of the United States of
America.

          8.6  Unfunded Arrangement.  The Executive and beneficiary
are general unsecured creditors of the Company for the payment of
benefits under this Agreement.  The benefits represent the mere
promise by the Company to pay such benefits. The rights to benefits
are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment
by creditors.  Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no
preferred or secured claim.


                                  12

<PAGE>


          8.7  Recovery of Estate Taxes.  If the Executive's gross
estate for federal estate tax purposes includes any amount determined
by reference to and on account of this Agreement, and if the
beneficiary is other than the Executive's estate, then the Executive's
estate shall be entitled to recover from the beneficiary receiving
such benefit under the terms of the Agreement, an amount by which the
estate tax due by Executive's estate, exceeds the total estate tax
which would have been payable if the value of such benefit had not
been included in the Executive's gross estate.  If there is more than
one person receiving such benefit, the right of recovery shall be
against each such person.  In the event the beneficiary has a
liability hereunder, the beneficiary may petition the Company for a
lump sum payment in an amount not to exceed the beneficiary's
liability hereunder.

          8.8  Entire Agreement.  This Agreement constitutes the
entire agreement between the Company and the Executive as to the
subject matter hereof.  No rights are granted to the Executive by
virtue of this Agreement other than those specifically set forth
herein.

          8.9  Administration.  The Company shall have powers which
are necessary to administer this Agreement, including but not limited
to:

          8.9.1  Interpreting the provisions of the Agreement;

          8.9.2  Establishing and revising the method of accounting
for the Agreement;

          8.9.3  Maintaining a record of benefit payments; and

          8.9.4  Establishing rules and prescribing any forms
necessary or desirable to administer the Agreement.

     IN WITNESS WHEREOF, the Executive and a duly authorized Company
officer have singed this Agreement.

EXECUTIVE:                         The First National Bank of Berwick

/s/ J. Gerald Bazewicz             By:  /s/ John L. Coates
J. Gerald Bazewicz                      John L. Coates, Secretary


                                  13

<PAGE>

                  The First National Bank of Berwick

                              Schedule A
<TABLE>
<CAPTION>

Column A           Column B            Column C            Column D

                   Accrued         Annual Payment         Monthly
Plan Year         Liability      Due at Retirement         Amounts
_________         _________        ________________       _______

             <c>                <c>                  <c>
1               24,876             5,473                456
2               51,683             10,552               879
3               80,571             15,266               1,272
4               111,702            19,639               1,637
5               145,249            23,698               1,975
6               181,401            27,464               2,289
7               220,359            30,959               2,580
8               262,342            34,202               2,850
9               307,584            37,211               3,101
10              356,338            40,004               3,334
11              408,877            42,595               3,550
12              465,495            45,000               3,750

</TABLE>

                                  14

<PAGE>

                           BOARD RESOLUTION

                ADOPTING SALARY CONTINUATION AGREEMENT



The Board desires to retain J. Gerald Bazewicz ("Executive") a key
employee, in the Company's employ.  To encourage such retention, the
Board desires to enter into the Salary Continuation Agreement attached
to these minutes.  Under the Agreement, the Company promises to pay
supplemental retirement benefits to the Executive or to the
Executive's designated beneficiary if the Executive dies while
employed.


THEREFORE, IT IS RESOLVED that the Salary Continuation Agreement is
adopted by the Company effective as of January 7, 1997.

RESOLVED FURTHER, that the Company's officers are authorized and
directed to purchase life insurance, to be owned by the Company and
with the Company as the beneficiary, on the Executive in connection
with the Agreement as proposed.

RESOLVED FURTHER, that the Company's officers are hereby authorized
and directed, on behalf of the Company, to settle and approve any and
all details in connection with the Salary Continuation Agreement and
any other appropriate documents, exercising their discretion to the
extent that they deem appropriate in determining questions which may
arise and to approve the final form of such agreements.


                                  15